<PAGE>
                                                                    EXHIBIT 10.2


                           THOMAS & BETTS CORPORATION
                            INDEMNIFICATION AGREEMENT


         This Agreement made and entered into this ____ day of ___, ____ (the
"Agreement"), by and between Thomas & Betts Corporation, a Tennessee corporation
(the "Company," which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled directly or indirectly by the Company) and
____________ (the "Indemnitee"):

         WHEREAS, it is essential to the Company that it be able to retain and
attract as executive officers and directors the most capable persons available;

         WHEREAS, increased corporate litigation has subjected executive
officers and directors to litigation risks and expenses, and the limitations on
the availability and effectiveness of directors and officers liability insurance
have made it more important for the Company to provide effective indemnification
in order to attract and retain such persons;

         WHEREAS, the Company's Bylaws, as amended (the "Bylaws") require it to
indemnify its directors to the fullest extent permitted by law, thereby
permitting it to enter into indemnification agreements;

         WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee's rights to full indemnification against
litigation risks and expenses to the fullest extent permitted by law
(regardless, among other things, of any amendment to or revocation of the Bylaws
or any change in the ownership of the Company or the composition of its Board of
Directors); and

         WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in continuing as an executive officer and/or director of the Company.

         NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

     1. Definitions.

          (a) "Corporate Status" describes the status of a person who is serving
          or has served (i) as an executive officer or director of the Company,
          (ii) in any capacity with respect to any employee benefit plan of the
          Company, or (iii) as a director, partner, trustee, officer, employee,
          or agent of any other Entity at the request of the Company. For
          purposes of subsection (iii) of this Section 1(a), if Indemnitee is
          serving or has served as a director, partner, trustee, officer,
          employee or agent of a Subsidiary, Indemnitee shall be deemed to be
          serving at the request of the Company.

          (b) "Entity" shall mean any corporation, partnership, limited
          liability company, joint venture, trust, foundation, association,
          organization or other legal entity.

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          (c) "Expenses" shall mean all reasonable fees, costs and expenses
          incurred by Indemnitee in connection with any Proceeding (as defined
          below), including, without limitation, attorneys' fees, disbursements
          and retainers (including, without limitation, any such fees,
          disbursements and retainers incurred by Indemnitee pursuant to
          Sections 9 and 10(c) of this Agreement), fees and disbursements of
          expert witnesses, private investigators and professional advisors
          (including, without limitation, accountants and investment bankers),
          court costs, transcript costs, fees of experts, travel expenses,
          duplicating, printing and binding costs, telephone and fax
          transmission charges, postage, delivery services, secretarial
          services, and other disbursements and expenses.

          (d) "Indemnifiable Expenses," "Indemnifiable Liabilities" and
          "Indemnifiable Amounts" shall have the meanings ascribed to those
          terms in Section 2(a) below.

          (e) "Liabilities" shall mean judgments, damages, liabilities, losses,
          penalties, excise taxes, fines and amounts paid in settlement.

          (f) "Proceeding" shall mean any threatened, pending or completed
          claim, action, suit, arbitration, alternate dispute resolution
          process, investigation, informal inquiry by a government agency,
          administrative hearing, appeal, or any other proceeding, whether
          civil, criminal, administrative, arbitrative or investigative, whether
          formal or informal, including a proceeding initiated by Indemnitee
          pursuant to Section 9 of this Agreement to enforce Indemnitee's rights
          hereunder.

          (g) "Subsidiary" shall mean any corporation, partnership, limited
          liability company, joint venture, trust or other Entity of which the
          Company owns (either directly or through or together with another
          Subsidiary of the Company) either (i) a general partner, managing
          member or other similar interest or (ii) (A) 50% or more of the voting
          power of the voting capital equity interests of such corporation,
          partnership, limited liability company, joint venture or other Entity,
          or (B) 50% or more of the outstanding voting capital stock or other
          voting equity interests of such corporation, partnership, limited
          liability company, joint venture or other Entity.

     2. Agreement to Indemnify. The Company agrees to indemnify Indemnitee as
follows:

          (a) Proceedings Other Than By or In the Right of the Company. Subject
          to the exceptions contained in Section 3(a) below, if Indemnitee was
          or is a party or is threatened to be made a party to any Proceeding
          (other than a Proceeding by or in the right of the Company) by reason
          of Indemnitee's Corporate Status, Indemnitee shall be indemnified by
          the Company against all Expenses and Liabilities incurred or paid by
          Indemnitee in connection with such Proceeding (referred to

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<PAGE>

          herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities,"
          respectively, and collectively as "Indemnifiable Amounts").

          (b) Proceedings By or In the Right of the Company. Subject to the
          exceptions contained in Section 3(b) below, if Indemnitee was or is a
          party or is threatened to be made a party to any Proceeding by or in
          the right of the Company by reason of Indemnitee's Corporate Status,
          Indemnitee shall be indemnified by the Company against all
          Indemnifiable Expenses.

          (c) Presumption Regarding Standard of Care. In making any
          determination required to be made under Tennessee law with respect to
          entitlement to indemnification hereunder, there shall be a rebuttable
          presumption that Indemnitee is entitled to indemnification under this
          Agreement if Indemnitee submitted a request therefor in accordance
          with Section 4 of this Agreement, and the Company shall have the
          burden of proof to overcome that presumption in connection with the
          making by any person, persons or entity of any determination contrary
          to that presumption.

     3. Exceptions to Indemnification. Indemnitee shall be entitled to
indemnification under Sections 2(a) and 2(b) above in all circumstances other
than with respect to any specific claim, issue or matter involved in the
Proceeding out of which Indemnitee's claim for indemnification has arisen, as
follows:

          (a) Proceedings Other Than By or In the Right of the Company. If
          indemnification is requested under Section 2(a) in a Proceeding other
          than by or in the right of the Company and it has been finally
          adjudicated by a court of competent jurisdiction that, in connection
          with such specific claim, issue or matter, Indemnitee (i) engaged in
          actions or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law; (ii) failed to act in a
          manner Indemnitee reasonably believed to be in the best interests of
          the Company in the case of conduct in the Indemnitee's official
          capacity with the Company or at least reasonably believed to be not
          opposed to the best interests of the Company in all other cases; (iii)
          with respect to any criminal Proceeding, had reasonable cause to
          believe that Indemnitee's conduct was unlawful; (iv) improperly
          received a personal benefit; (v) breached his or her duty of loyalty
          to the Company or its shareholders; or (vi) is liable under Tennessee
          Code Annotated Section 48-18-304, Indemnitee shall not be entitled to
          payment of Indemnifiable Amounts hereunder.

          (b) Proceedings By or In the Right of the Company. If indemnification
          is requested under Section 2(b) in a Proceeding by or in the right of
          the Company and

               (i) it has been finally adjudicated by a court of competent
               jurisdiction that, in connection with such specific claim, issue
               or matter, Indemnitee (A) engaged in actions or omissions not in
               good faith or which involve intentional misconduct or a knowing
               violation of law; (B) failed to act in a manner Indemnitee
               reasonably believed



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<PAGE>

               to be in the best interests of the Company in the case of conduct
               in the Indemnitee's official capacity with the Company or at
               least reasonably believed to be not opposed to the best interests
               of the Company in all other cases; (C) with respect to any
               criminal Proceeding, had reasonable cause to believe that
               Indemnitee's conduct was unlawful; (D) improperly received a
               personal benefit; (E) breached its duty of loyalty to the Company
               or its shareholders; or (F) is liable under Tennessee Code
               Annotated Section 48-18-304, Indemnitee shall not be entitled to
               payment of Indemnifiable Expenses (or any other Indemnifiable
               Amounts) hereunder; or

               (ii) it has been finally adjudicated by a court of competent
               jurisdiction that Indemnitee is liable to the Company with
               respect to such specific claim, Indemnitee shall not be entitled
               to payment of Indemnifiable Expenses (or any other Indemnifiable
               Amounts) hereunder with respect to such claim, issue or matter;
               or

               (iii) it has been finally adjudicated by a court of competent
               jurisdiction that Indemnitee is liable to the Company for an
               accounting of profits made from the purchase or sale by the
               Indemnitee of securities of the Company pursuant to the
               provisions of Section 16(b) of the Securities Exchange Act of
               1934, the rules and regulations promulgated thereunder and
               amendments thereto or similar provisions of any federal, state or
               local statutory law, or if the Indemnitee agrees by way of
               settlement or otherwise to pay any or all of such profits to the
               Company, Indemnitee shall not be entitled to payment of
               Indemnifiable Expenses (or any other Indemnifiable Amounts)
               hereunder.

          (c) Insurance Proceeds. To the extent payment is actually made to the
          Indemnitee under a valid and collectible insurance policy in respect
          of Indemnifiable Amounts in connection with such specific claim, issue
          or matter, Indemnitee shall not be entitled to payment of
          Indemnifiable Amounts hereunder except in respect of any excess beyond
          the amount of payment under such insurance.

     4. Procedure for Payment of Indemnifiable Amounts. Following the final
resolution, without any right of appeal, of a Proceeding, Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts, if
any, for which Indemnitee seeks payment under Section 2 of this Agreement and
the basis for the claim, and affirming the Indemnitee's good faith belief that
he has met the standard of conduct required under Tennessee law to be eligible
to receive indemnification. The Company shall pay such Indemnifiable Amounts to
which Indemnitee is entitled to Indemnitee within sixty (60) calendar days of
receipt of the request. At the request of the Company, Indemnitee shall promptly
furnish such documentation and information as are reasonably available to
Indemnitee and necessary to establish that Indemnitee is entitled to
indemnification hereunder.

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     5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Agreement, the final termination without any
right of appeal of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, by reason of settlement (except a settlement as
provided in Section 3(b)(iii) hereof), judgment, order or otherwise, shall be
deemed to be a successful result as to such claim, issue or matter. Nothing in
this Section 5 shall be construed to limit any indemnification or indemnifiable
amounts to which Indemnitee is otherwise entitled pursuant to this Agreement or
otherwise.

     6. Effect of Certain Resolutions. Neither the settlement or termination of
any Proceeding nor the failure of the Company to award indemnification or to
determine that indemnification is payable shall create a presumption that
Indemnitee is not entitled to indemnification hereunder. In addition, the
termination of any Proceeding by judgment, order, or conviction, except as
pursuant to Section 3 hereof, or by settlement or upon a plea of nolo contendere
or its equivalent shall not create a presumption that Indemnitee did not act in
good faith and in a manner which Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
Proceeding, had reasonable cause to believe that Indemnitee's action was
unlawful.

     7. Agreement to Advance Expenses; Undertaking. The Company shall advance
all Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding, including a Proceeding by or in the right of the Company, in which
Indemnitee is involved by reason of such Indemnitee's Corporate Status within
thirty (30) calendar days after the receipt by the Company of a written
statement from Indemnitee in accordance with Section 8 hereof requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. To the extent required by Tennessee law,
Indemnitee hereby undertakes to repay any and all of the amount of Expenses
advanced to Indemnitee if it is finally determined by a court of competent
jurisdiction that Indemnitee is not entitled under this Agreement or applicable
law to indemnification with respect to such Expenses. This undertaking is an
unlimited general obligation of Indemnitee.

     8. Procedure for Advance Payment of Expenses. Indemnitee shall submit to
the Company a written request specifying the Indemnifiable Expenses for which
Indemnitee seeks an advancement under Section 7 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses, and affirming the Indemnitee's good faith belief that he has met the
standard of conduct required under Tennessee Law to be eligible to receive
indemnification.


                                       5
<PAGE>

     9. Remedies of Indemnitee.

          (a) Right to Petition Court. In the event that Indemnitee makes a
          request for payment of Indemnifiable Amounts under Sections 2 and 4
          above or a request for an advancement of Indemnifiable Expenses under
          Sections 7 and 8 above and the Company fails to make such payment or
          advancement in a timely manner pursuant to the terms of this
          Agreement, Indemnitee may petition the Tennessee Courts (as defined in
          Section 21 herein) to enforce the Company's obligations under this
          Agreement.

          (b) Burden of Proof. In any judicial Proceeding brought under Section
          9(a) above, the Company shall have the burden of proving that
          Indemnitee is not entitled to payment of Indemnifiable Amounts
          hereunder.

          (c) Expenses. The Company agrees to reimburse Indemnitee in full for
          any Expenses incurred by Indemnitee in connection with investigating,
          preparing for, litigating, defending or settling any Proceeding
          brought by Indemnitee under Section 9(a) above, or in connection with
          any claim or counterclaim brought by the Company in connection
          therewith, whether or not Indemnitee is successful in whole or in part
          in connection with any such Proceeding.

          (d) Failure to Act Not a Defense. The failure of the Company
          (including its Board of Directors or any committee thereof,
          independent legal counsel, or stockholders) to make a determination
          concerning the permissibility of the payment of Indemnifiable Amounts
          or the advancement of Indemnifiable Expenses under this Agreement
          shall not be a defense in any Proceeding brought under Section 9(a)
          above, and shall not create a presumption that such payment or
          advancement is not permissible.

     10. Defense of the Underlying Proceeding.

          (a) Notice by Indemnitee. Indemnitee agrees to notify the Company
          promptly upon being served with any summons, citation, subpoena,
          complaint, indictment, information, notice, request or other document
          relating to any Proceeding which may result in the payment of
          Indemnifiable Amounts or the advancement of Indemnifiable Expenses
          hereunder; provided, however, that the failure to give any such notice
          shall not disqualify Indemnitee from the right, or otherwise affect in
          any manner any right of Indemnitee, to receive payments of
          Indemnifiable Amounts or advancements of Indemnifiable Expenses unless
          the Company's ability to defend in such Proceeding or to obtain
          proceeds under any insurance policy is materially and adversely
          prejudiced thereby, except to the extent the Company is thereby
          actually prejudiced.

          (b) Defense by Company. Subject to the provisions of the last sentence
          of this Section 10(b) and of Section 10(c) below, the Company shall
          have the right to defend Indemnitee in any Proceeding which may give
          rise to the payment of Indem-

                                       6
<PAGE>

          nifiable Amounts hereunder; provided, however, that the Company shall
          notify Indemnitee of any such decision to defend within fifteen (15)
          calendar days of receipt of notice of any such Proceeding under
          Section 10(a) above. The Company shall not, without the prior written
          consent of Indemnitee, which shall not be unreasonably withheld or
          delayed, consent to the entry of any judgment against Indemnitee or
          enter into any settlement or compromise which includes an admission of
          fault of Indemnitee. In connection with any partial or whole release
          of the Company from liability in respect of a Proceeding, the
          indemnification or indemnifiable amounts to which the Indemnitee is
          otherwise entitled pursuant to this Agreement or otherwise shall
          remain in full force and effect, and any such partial release shall
          not prejudice any potential rights of contribution of the Indemnitee
          against the Company or any third party. In connection with any partial
          release of the Indemnitee from liability in respect of a Proceeding,
          the indemnification or indemnifiable amounts to which the Indemnitee
          is otherwise entitled pursuant to this Agreement or otherwise with
          respect to such unreleased liability shall remain in full force and
          effect, and any such partial release shall not prejudice any potential
          rights of contribution of the Company against the Indemnitee or any
          third party. This Section 10(b) shall not apply to a Proceeding
          brought by Indemnitee under Section 9(a) above or pursuant to Section
          18 below. The Indemnitee shall not intentionally agree to any
          settlement or make any admission that would be adverse to the Company
          or in any other way materially prejudice the Company in any Proceeding
          as to which indemnification is available hereunder or which is being
          defended by the Company without the prior written consent of the
          Company, which shall not be unreasonably withheld or delayed. The
          Indemnitee shall not intentionally incur any Expense or Liability,
          other than reasonable Expenses or Liabilities incurred in connection
          with the exercise of the Indemnitee's rights under Section 10(c) of
          this Agreement, without the prior written consent of the Company,
          which shall not be unreasonably withheld or delayed.

          (c) Indemnitee's Right to Counsel. Notwithstanding the provisions of
          Section 10(b) above, if in a Proceeding to which Indemnitee is a party
          by reason of Indemnitee's Corporate Status, (i) Indemnitee has
          significant separate defenses or counterclaims to assert with respect
          to any issue which are not consistent with the position of the Company
          in such Proceeding, (ii) an actual or apparent conflict of interest or
          potential conflict of interest exists between Indemnitee and the
          Company, or (iii) if the Company fails to assume the defense of such
          Proceeding in a timely manner, all such Indemnitees shall be entitled
          to be represented by one separate legal counsel of their choice at the
          expense of the Company, provided that where representation of the
          Indemnitees by one separate legal counsel may result in a conflict of
          interest, each of the Indemnitees shall be entitled to be represented
          by separate legal counsel of their choice at the expense of the
          Company, provided further that any such separate legal counsel
          employed by an Indemnitee pursuant to this Section 10(c) be reasonably
          acceptable to the Company. In addition, if the Company fails to comply
          with any of its obligations under this Agreement or in the event that
          the Company or any affiliate or successor of the Company takes any
          action to declare this Agreement void or unenforceable, or insti-

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          tutes any Proceeding to deny or to recover from Indemnitee the
          benefits intended to be provided to Indemnitee hereunder, Indemnitee
          shall have the right to retain counsel of Indemnitee's choice, at the
          expense of the Company, to represent Indemnitee in connection with any
          such matter.

     11. Representations and Warranties of the Company. The Company hereby
represents and warrants to Indemnitee as follows:

          (a) Authority. The Company has all necessary power and authority to
          enter into, and be bound by the terms of, this Agreement to the
          fullest extent permitted by law, and the execution, delivery and
          performance of the undertakings contemplated by this Agreement have
          been duly authorized by the Company.

          (b) Enforceability. This Agreement, when executed and delivered by the
          Company in accordance with the provisions hereof, shall be a legal,
          valid and binding obligation of the Company, enforceable against the
          Company in accordance with its terms to the fullest extent permitted
          by law, except as such enforceability may be limited by applicable
          bankruptcy, insolvency, moratorium, reorganization or similar laws
          affecting the enforcement of creditors' rights generally.

     12. Insurance. The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of director and officer liability insurance or
similar insurance with a reputable insurance company providing the Indemnitee
with coverage for losses from wrongful acts in connection with such Indemnitee's
service as a director, and to ensure the Company's performance of its
indemnification obligations under this Agreement. For so long as Indemnitee
shall remain an executive officer or/ director of the Company, and if such
Indemnitee is no longer an executive officer or director of the Company with
respect to any such prior service as an executive officer or director of the
Company, in all policies of director and officer liability insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company's officers and directors. Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company
determines in good faith that such insurance is not reasonably available, if the
premium costs for such insurance are disproportionate to the amount of coverage
provided, or if the coverage provided by such insurance is limited by exclusions
so as to provide an insufficient benefit. The Company shall promptly notify
Indemnitee of any good faith determination not to provide or eliminate or reduce
such coverage.

     13. Contract Rights Not Exclusive. The rights to payment of Indemnifiable
Amounts and advancement of Indemnifiable Expenses provided by this Agreement
shall be in addition to, but not exclusive of, any other rights which Indemnitee
may have at any time under applicable law, the Company's Amended and Restated
Charter or Amended and Restated Bylaws, or any other agreement, vote of
stockholders or directors (or a committee of directors), or otherwise, both as
to action in Indemnitee's official capacity and as to action in any other
capacity as a result of Indemnitee's serving as a director of the Company.

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<PAGE>

     14. Successors. This Agreement shall be (a) binding upon all successors and
assigns of the Company (including any transferee of all or a substantial portion
of the business, stock and/or assets of the Company and any direct or indirect
successor by merger or consolidation or otherwise by operation of law) and (b)
binding on and shall inure to the benefit of the heirs, personal
representatives, executors and administrators of Indemnitee. This Agreement
shall continue for the benefit of Indemnitee and such heirs, personal
representatives, executors and administrators after Indemnitee has ceased to
have Corporate Status.

     15. Subrogation. In the event of any payment of Indemnifiable Amounts under
this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of contribution or recovery of Indemnitee against other
persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.

     16. Change in Law. To the extent that a change in Tennessee law (whether by
statute or judicial decision) shall permit broader indemnification or
advancement of expenses than is provided under the terms of the Bylaws and this
Agreement, Indemnitee shall be entitled to such broader indemnification and
advancements, and this Agreement shall be deemed to be amended to such extent.

     17. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement, or any clause thereof, shall be
determined by a court of competent jurisdiction to be illegal, invalid or
unenforceable, in whole or in part, such provision or clause shall be limited or
modified in its application to the minimum extent necessary to make such
provision or clause valid, legal and enforceable, and the remaining provisions
and clauses of this Agreement shall remain fully enforceable and binding on the
parties.

     18. Indemnitee as Plaintiff. Except as provided in Section 9(c) of this
Agreement and in the next sentence, Indemnitee shall not be entitled to payment
of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect
to any Proceeding brought by Indemnitee against the Company, any Entity which it
controls, any then current or former director, officer or employee thereof, or
any third party, unless the Board of Directors of the Company has consented to
the initiation of such Proceeding. This Section shall not apply to counterclaims
or affirmative defenses asserted by Indemnitee in any Proceeding brought against
Indemnitee.

     19. Modifications and Waiver. Except as provided in Section 16 above with
respect to changes in Tennessee law which broaden the right of Indemnitee to be
indemnified by the Company, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement (whether or
not similar), nor shall such waiver constitute a continuing waiver.

     20. General Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by



                                       9
<PAGE>

hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if
mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed:

                  (i)      If to Indemnitee, to:

                           ---------------------------------
                           ---------------------------------
                           ---------------------------------
                           ---------------------------------

                  (ii)     If to the Company, to:

                           Thomas & Betts Corporation
                           8155 T&B Boulevard, 4D-56
                           Memphis, Tennessee  38125
                           Attn:  General Counsel

or to such other address as may have been furnished in the same manner by any
party to the others.

     21. Governing Law; Consent to Jurisdiction; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Tennessee without regard to its rules of conflict of laws. For the
purposes of this Agreement only, each of the Company and the Indemnitee hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the state courts of the State of Tennessee and the courts of the United
States of America located in the State of Tennessee (collectively, the
"Tennessee Courts") for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the Tennessee Courts and agrees
not to plead or claim in any Tennessee Court that such litigation brought
therein has been brought in an inconvenient forum. Each of the parties hereto
agrees, for the purposes of this Agreement only (a) to the extent such party is
not otherwise subject to service of process in the State of Tennessee, to
appoint and maintain an agent in the State of Tennessee as such party's agent
for acceptance of legal process, and (b) that service of process may also be
made on such party by prepaid certified mail with a proof of mailing receipt
validated by the United States Postal Service constituting evidence of valid
service. Service made pursuant to (a) or (b) above shall have the same legal
force and effect as if served upon such party personally within the State of
Tennessee.

                            [signature page follows]



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<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                           THOMAS & BETTS CORPORATION



                           By:
                              -----------------------------------
                           Name:
                           Title:


                           INDEMNITEE



                           --------------------------------------
                           Name:





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<PAGE>





                                   SCHEDULE A


Ernest H. Drew
T. Kevin Dunnigan
Kenneth W. Fluke
Jeananne K. Hauswald
Dean Jernigan
Ronald B. Kalich, Sr.
Robert A. Kenkel
Kenneth R. Masterson
Connie C. Muscarella
Dominic J. Pileggi
J. N. Raines
Jean-Paul Richard
Jerre L. Stead
David D. Stevens
William H. Waltrip






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